2023 Annual General Meeting Documents

ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791


13 November 2023

Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000





Notice of 2023 Annual General Meeting

ANZ Group Holdings Limited (ANZ) today released its Notice of 2023 Annual General
Meeting.
It has been approved for distribution by ANZ's Board of Directors.

Yours faithfully




Simon Pordage
Company Secretary
ANZ Group Holdings Limited

2023
NOTICE OF ANNUAL
GENERAL MEETING
CONTENTS
Time and location of the Annual General Meeting 2
ANZ Shareholder Centre Website 3
2023 Annual Report 3
Annual General Meeting Agenda 4
How Business will be conducted at the Meeting 4
Notice of 2023 Annual General Meeting 5
Explanatory Notes 7
Appendix 14
The ANZ 2023 Annual General Meeting
(AGM or Meeting) of ANZ Group Holdings
Limited (Company or ANZ) will be held on
Thursday, 21
st
December 2023 commencing
at 9:00am (Brisbane Time) at the Brisbane
Convention & Exhibition Centre

Bus Stop
Train Station
Taxi Rank
Car Park
City Cat
GLENELG ST
RUSSELL ST
ERNEST ST
VICTORIA BRIDGE
GREY ST
MERIVALE ST
CORDELIA ST
MANNING ST
EDMONDSTONE ST
RUSSELL ST
MELBOURNE ST
LITTLE STANLEY ST
South
Brisbane
Musgrave
Park
Brisbane
River
Cultural
Centre
PLAZA
LINK
LEVEL
N
BRISBANE
CONVENTION
& EXHIBITION
CENTRE
Lift
Lift
Lift
PLAZA
BALLROOM
PLAZA
TERRACE
ROOM
Plaza
Ballroom
Foyer
Plaza terrace
(outdoors)
PLAZA
AUDITORIUM
PLAZA
GALLERY
TIME AND LOCATION
OF THE ANNUAL GENERAL MEETING
Thursday, 21 December 2023
at 9:00am (Brisbane Time)
Brisbane Convention & Exhibition Centre,
Plaza Link Level, Plaza Ballroom,
Glenelg St, South Brisbane QLD 4101
Plaza Link Level
Internal layout
ANZ 2023 Notice of Annual General Meeting
2

BRISBANE CONVENTION
& EXHIBITION CENTRE
The Brisbane Convention &
Exhibition Centre (BCEC) has three
entrances. The Main Entrance on the
corner of Merivale & Glenelg Streets,
the Grey Street Entrance, and the
Exhibition Entrance at the corner
of Melbourne & Merivale Streets.
TRAVELLING BY
PUBLIC TRANSPORT
Getting to BCEC via public transport is easy
and efficient with bus, ferry and train options
available. More information about planning
your journey via public transport can be
found on the TransLink website.
Train
South Brisbane Railway Station adjacent
to the Convention Centre on Grey Street
or South Bank Railway Station are the
most convenient stations to the BCEC.
Bus services
The Cultural Centre Station on Melbourne
Street and the South Bank Busway Station
cnr of Colchester and Tribune Streets are
closest to BCEC.
CityCat & ferries
The public transport ferries CityCats operate
everyday and stop at the South Bank River
Terminal on the Clem Jones Promenade.
The inner-city ferry travels between the CBD,
North Quay and Kangaroo Point, stopping
at South Bank Terminal 1 and 2 on the
Clem Jones Promenade.
Taxi
Taxi ranks are located outside the main
entrance to the Centre on Merivale Street
and a taxi drop off located at the Convention
Centre Grey Street entrance.
Car
There is undercover parking for up to 1500
vehicles. The car park has direct lift access
to the Centre’s multiple convention floors
and exhibition facilities. Car park 1 is best for
Merivale Street rooms, Car Park 2 & 3 are best
for Exhibition Halls and Grey Street rooms
via Russell Street Walkway.
From Brisbane Airport
Both Brisbane domestic and international
airports are 30 min drive from the Centre.
The AirTrain connects South Brisbane station
to Brisbane’s international and domestic
airports with stops in the Brisbane CBD
and Fortitude Valley.
Tickets and a timetable for this service can
be found at the Information Desk or you
can pre-book on the AirTrain Website.
Important Dates
Tuesday, 19 December 2023
9:00am (Brisbane Time)
Latest time for receipt
of proxy appointments
Thursday, 21 December 2023
9:00am (Brisbane Time)
Annual General Meeting
Friday, 22 December 2023
2023 Final Dividend Payment Date
ANZ Shareholder
Centre Website
Shareholders are able to view information
in the manner that best suits them on
our website: anz.com/shareholder/
centre. Documents are available in
various formats.
2023 Annual Report
The Annual Report provides detailed
financial data and information on ANZ’s
performance as required to comply with
applicable regulatory requirements.
We also issue an Annual Review which
is a non-statutory document covering
key performance areas, financial
information, remuneration details
and corporate responsibility.
These documents are available at
anz.com/annualreport or by calling the
Share Registrar on 1800 11 33 99 (within
Australia) or (+61 3) 9415 4010 (outside
Australia) to request a hard copy.
2023 Annual Report
anz.com/annualreport
Brisbane Convention & Exhibition Centre
ANZ 2023 Notice of Annual General Meeting
3

ANNUAL GENERAL MEETING
AGENDA
8:00am (Brisbane Time)
Registration opens
Please bring your proxy form with you
as it will assist with your registration.
8:15am (Brisbane Time)
Refreshments served
9:00am (Brisbane Time)
Annual General Meeting commences
•Welcome to shareholders – Chairman
•Chairman’s presentation
•Chief Executive Officer’s presentation
•Items of Business

Please join the Chairman,
Paul O’Sullivan, the Directors
and Senior Executives of
ANZ for refreshments after the
Annual General Meeting.
How business will be
conducted at the AGM
The AGM is an important event and
we encourage shareholders to actively
participate.
Shareholders should monitor the Company’s
website and ASX announcements where
updates will be provided if it becomes
necessary or appropriate to make alternative
arrangements for the holding or conduct
of the AGM.
Important information about the conduct
of the AGM is set out below.
Discussion and asking questions
Discussion will take place on all items of
business that are put to the AGM – refer to
“Business” and “Explanatory Notes” sections
for further information relating to the items
of business.
Asking questions in person
Shareholders as a whole will have a
reasonable opportunity at the Meeting to
ask questions and make comments including
regarding the management of the Company
and the Remuneration Report as well as to
ask questions of the Company’s External
Auditor, KPMG.
Asking questions online
during the meeting
Shareholders who are unable to attend
the Meeting may ask a question online
via the online AGM platform. To ask a
question via the online AGM platform,
shareholders will need a computer or
smartphone/tablet device with internet
access and to visit https://meetnow.global/
ANZ2023. When logging onto the online
AGM platform on the morning of the AGM,
shareholders will need to provide details
(including SRN or HIN) to be verified as a
shareholder. For Proxyholders, a login will
be provided to you by Computershare.
More information about how to use the
online AGM platform to ask written questions
online during the AGM is available in the
Online Meeting Guide & Frequently Asked
Questions document, which has been lodged
with ASX and is available at anz.com/agm.
Moderation of questions
To ensure that as many shareholders as
possible have the opportunity to participate,
shareholders are requested to observe the
following guidelines:
•all shareholder questions should be
stated clearly and should be relevant
to the business of the AGM, including
questions arising from the Financial
Report, the Directors’ Report (including the
Remuneration Report) and the Auditor’s
Report, and general questions about the
performance, business and management
of the Company;
•shareholders should not ask questions at
the AGM relating to any matters that are
personal to the shareholder or commercial
in confidence; and
•questions or comments that include
defamatory or offensive language or
concepts will not be answered.
Pre-submitting questions
Shareholders are encouraged to register
questions in advance of the AGM.
A “Questions from Shareholders Form”
will be made available on our Website
anz.com/agm. You can also submit any
questions via the Proxy Voting Link
investorvote.com.au/login (Control
Nbr 132972).
We will attempt to address as many of the
more frequently asked questions as possible
in the Chairman’s and Chief Executive Officer’s
presentations to the AGM. However, there
may not be sufficient time available at the
Meeting to address all of the questions raised.
Individual responses will not be sent to
shareholders.
Written questions, including questions for
the External Auditor, must be received by
the Company by 4:00pm (Brisbane Time) on
14 December 2023, and can be submitted
online, by mail, or email as set out on the top
of the Questions from Shareholders Form.
The External Auditor is not obliged to
provide written answers.
Webcast and photography
We have arranged for the AGM to be filmed
and broadcast via a webcast which can be
viewed at anz.com/agm.
We have arranged for photographs to be
taken at the AGM. If you attend the AGM,
you may be included in photographs or
the webcast recording.
For the safety and security of all those
present at the AGM, personal cameras
and recording devices are not permitted.
Shareholders can also watch an archived
recording of the webcast after the AGM
at anz.com/agm.
Voting options for the Meeting
Shareholders have the option to vote on
resolutions at the Meeting by:
•appointing a proxy or attorney to vote
on your behalf at the Meeting by 9:00am
(Brisbane Time) on Tuesday, 19 December
2023; or
•voting in person at the Meeting.
Shareholders will not be able to vote online
during the Meeting. Further information on
voting at the AGM is set out in the
Notice of AGM.
Thursday, 21 December 2023
ANZ 2023 Notice of Annual General Meeting
4

NOTICE OF 2023
ANNUAL GENERAL MEETING
Notice is given that the 2023
Annual General Meeting of the
Company will be held on Thursday,
21 December 2023 commencing
at 9:00am (Brisbane Time) at Brisbane
Convention & Exhibition Centre, Plaza
Link Level, Plaza Ballroom, Glenelg St,
South Brisbane QLD 4101.
Business
1. Annual reports
To receive and consider the Financial
Report and the Reports of the Directors
and of the Auditor for the year ended
30 September 2023.
2. Election of Board
Endorsed candidate
To elect Ms H S Kramer
To consider, and if thought fit, to pass
the following resolution as an ordinary
resolution:
“That Ms Holly Suzanna Kramer be elected
as a director of the Company”.
Ms Kramer was appointed by the Board
after the date of the 2022 Annual General
Meeting, retires in accordance with Rule
3.2 of the Company’s Constitution and,
being eligible, offers herself for election.
3. Adoption of the
Remuneration Report
To consider and, if thought fit, to pass
the following as an ordinary resolution:
“That the Remuneration Report for the
financial year ended 30 September 2023
be adopted.”
The vote on this resolution is advisory
only and does not bind the Company.
A Voting Restriction applies in respect
of this resolution.
4. Grant of restricted rights and
performance rights to Mr S C Elliott
To consider and, if thought fit, to pass the
following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 10.14,
sections 200B and 200E of the Corporations
Act 2001 (Cth) and for all other purposes,
approval is given for the Company to grant
to the Company’s Chief Executive Officer
(CEO) and Executive Director, Mr Shayne
Elliott, restricted rights and performance
rights under the ANZ Share Option Plan on
the terms set out in, and to provide Mr Elliott
any or all of the benefits (including on
cessation of employment) described in, the
Explanatory Notes to the Notice convening
this Meeting.”
A Voting Restriction applies in respect
of this resolution.
Voting Restrictions
VOTING RESTRICTIONS FOR
ITEM 3 (ADOPTION OF THE
REMUNERATION REPORT)
ANZ will disregard any votes cast on the
resolution in item 3:
•by, or on behalf of, a member of ANZ’s Key
Management Personnel (KMP) named in
the Remuneration Report for the financial
year ended 30 September 2023 or their
closely related parties (regardless of the
capacity in which the vote is cast); or
•as a proxy by a person who is a member
of ANZ’s KMP at the date of the Meeting
or their closely related parties,
unless the vote is cast as proxy for a person
entitled to vote on the resolution in item 3:
•in accordance with the directions on the
Proxy Form; or
•by the Chair of the Meeting pursuant to
an express authorisation to exercise the
proxy even though the resolution in item 3
relates to the remuneration of ANZ’s KMP.
VOTING RESTRICTIONS FOR
ITEM 4 (GRANT OF RESTRICTED
RIGHTS AND PERFORMANCE
RIGHTS TO MR S C ELLIOTT)
ANZ will disregard any votes cast on the
resolution in item 4:
•by or on behalf of Mr Elliott, or any of his
associates, regardless of the capacity in
which the vote is cast; or
•as a proxy by a person who is a member
of ANZ’s KMP at the date of the AGM or
their closely related parties,
unless the vote is cast on the resolution
in item 4:
•as proxy for a person entitled to vote
on the resolution in accordance with a
direction given to the proxy to vote on
the resolution in that way; or
•by the Chair of the Meeting as proxy for a
person entitled to vote on the resolution,
pursuant to an express authorisation to
exercise the proxy as the chairman decides.
ANZ 2023 Notice of Annual General Meeting
5

Express authorisations of
Chair of the Meeting
If you do not name a proxy in the Proxy Form
or your named proxy does not register to
attend the AGM, the Chair of the Meeting will
become your proxy by default. If your named
proxy registers to attend the AGM but does
not vote on a poll in accordance with your
instructions on an Item, the Chair of the
Meeting will become your proxy for that Item.
In this case, the Chair of the Meeting must
vote your proxies in accordance with your
instructions on the Item.
If you appoint the Chair of the Meeting as
your proxy, or the Chair of the Meeting is
appointed as your proxy by default, and you
do not mark a voting box for the resolutions
in Items 2, 3 or 4, then by submitting the
proxy appointment you expressly authorise
the Chair of the Meeting to exercise the proxy
in respect of the relevant Item as they decide,
even though the Item is connected with the
remuneration of one or more of the
Company’s KMP.
Undirected proxies
The Chair of the Meeting intends to vote
undirected proxies (where appropriately
authorised, having regard to the Voting
Restrictions described previously) in favour
of the resolutions in items 2, 3 and 4.
Associates
The Voting Restrictions for item 4 apply
to “associates” of Mr Elliott. The applicable
definitions of “associate” are set out in the
Corporations Act and ASX Listing Rules.
Entitlement to attend and vote
The Board has determined that, for the
purposes of the AGM (including voting
at the Meeting) shareholders are those
persons who are the registered holders of
the Company’s shares at 6:00pm (Brisbane
Time) on Tuesday, 19 December 2023.
Holders of the Company’s ordinary shares
may vote on all items of business, subject to
the Voting Restrictions described previously.
Voting by proxy
A shareholder who is entitled to attend and
cast a vote at the AGM may appoint a proxy.
A proxy need not be a shareholder.
A person can appoint an individual or
a body corporate as a proxy. If a body
corporate is appointed as a proxy, it
must ensure that it appoints a corporate
representative in accordance with section
250D of the Corporations Act to exercise
its powers as proxy at the AGM.
A shareholder who is entitled to cast 2 or
more votes may appoint up to 2 proxies and
may specify the proportion or number of
votes each proxy is appointed to exercise.
If the appointment does not specify the
proportion or number of votes each proxy
may exercise, each proxy may exercise half
of the shareholder’s votes.
Shareholders may lodge their Proxy Form
in one of the following ways:
•elec
tronically by visiting
investorvote.com.au. For Intermediary
Online subscribers only (custodians), visit
intermediaryonline.com.
•by post at the following addresses
AUSTRALIA
ANZ Share Registrar
GPO Box 242,
Melbourne, Victoria 3001
Australia
ANZ Share Registrar
Yarra Falls, 452 Johnston Street
Abbotsford, Victoria 3067
Australia
UNITED KINGDOM
ANZ Share Registrar
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom
NEW ZEALAND
ANZ Share Registrar
Private Bag 92119
Auckland 1142
New Zealand
•by fax to facsimile number 1800 783 447
(within Australia) or (+61 3) 9473 2555
(outside Australia).
To be effective, a proxy appointment and,
if the proxy appointment is signed by the
shareholder’s attorney, the authority under
which the appointment is signed (or a
certified copy of the authority) must be
received by the Company at least 48 hours
before the commencement of the AGM.
(i.e. before 9:00am (Brisbane Time) Tuesday,
19 December 2023).
For more information concerning the
appointment of proxies and the addresses
to which Proxy Forms may be sent, please
refer to the Proxy Form.
Voting by attorney
A shareholder may appoint an attorney to
vote on their behalf. For an appointment
to be effective for the AGM, the instrument
effecting the appointment (or a certified
copy of it) must be received by the Company
at its registered office or one of the addresses
listed previously for the receipt of proxy
appointments at least 48 hours before
the commencement of the AGM (that is,
before 9:00am (Brisbane Time) Tuesday,
19 December 2023).
Corporate representatives
A body corporate which is a shareholder,
or which has been appointed as a proxy,
may appoint an individual to act as its
representative at the AGM. The appointment
must comply with the requirements of
section 250D of the Corporations Act.
Evidence of his or her appointment, including
any authority under which it is signed,
will need to be provided to the Company’s
Share Registrar prior to the AGM unless it
has been given previously to the Company.
Explanatory Notes
The Explanatory Notes that follow forms part
of the Notice of Meeting, and is an important
document and should be read carefully by all
shareholders.
By Order of the Board
Simon Pordage
Company Secretary
Melbourne, 13 November 2023
ANZ 2023 Notice of Annual General Meeting
6

Item 1 – Annual Reports
In accordance with section 317 of the
Corporations Act 2001 (Cth) (Corporations Act),
the Financial Report and the reports of the
Directors and the Auditor for the financial
year ended 30 September 2023 will be laid
before the Meeting.
A copy of the Company’s 2023 Annual
Report, including the Financial Report and
the Reports of the Directors and of the
Auditor for the year ended 30 September
2023, can be found on the Company’s
website at anz.com/annualreport.
Shareholders are not required to vote on
this Item, but shareholders will be given a
reasonable opportunity as a whole to ask
questions and make comments on these
reports or about the management of ANZ.
ANZ’s auditor will also be present at the
Meeting. Shareholders as a whole will be
given a reasonable opportunity to ask the
auditor questions about the conduct of the
audit, the preparation and content of the
Auditor’s Report, the accounting policies
adopted by ANZ in relation to the preparation
of the Financial Statements, and the
independence of the auditor in relation
to the conduct of the audit.
Item 2 – Election of Board
endorsed candidate
Both Ilana Atlas and John Macfarlane will
retire at the conclusion of the 2023 AGM,
having served as independent Non-Executive
Directors on the Board since 2014.
The details of the Board endorsed candidate
that is standing for election as a Director of
the Company are set out below. Ms Kramer
offers herself for election in accordance
with Rule 3.2 of the Company’s Constitution.
More details on the Company’s governance
arrangements pertaining to Directors can
be found in the 2023 Corporate Governance
Statement at anz.com/annualreport.
Item 2 To elect Ms H S Kramer
Ms Holly Suzanna Kramer
BA (Hons), MBA
Independent Non-Executive Director,
appointed by the Board in August 2023.
Ms Kramer (Holly) is a member of the
Nomination and Board Operations
Committee and will become a member
of the Risk Committee, Human Resources
Committee and Ethics, Environment,
Social and Governance Committee,
effective 1 December 2023.
If elected, Holly will become Chair of the
Human Resources Committee on Ilana
Atlas’ retirement at the conclusion of the
2023 AGM.
Career
Holly has extensive experience as a board
director, having served on a wide range of
major listed and unlisted boards in Australia
and New Zealand and having chaired
remuneration, sustainability and audit
and risk committees.
In her executive career, Holly was Chief
Executive Officer of retailer Best & Less and
served in a range of senior customer facing
roles at Telstra, Ford and Pacific Brands.
Holly brings a strong focus on people,
customers and culture, as well as extensive
experience in retail and digital channels.
The Board considers that Holly is a valuable
addition to the Board in light of the particular
skills, knowledge and experience that she
brings to the Board. The Board considers
that Holly’s extensive executive leadership
experience, deep knowledge of retail
markets, and her high competency in
strategy, governance, risk management,
enhanced customer outcomes, stakeholder
engagement and people and culture matters
support her election.
The Board considers Holly to be independent.
Relevant other directorships
Director: Woolworths Group Limited (from
2016) and Fonterra Co-operative Group
Limited (from 2020).
Member: Board Advisory Group,
Bain & Company (from 2021).
Senior Advisor: Pollination (from 2023).
Pro Chancellor: Western Sydney University
(from 2018).
Relevant former directorships held
in last three years include
Former Chair: Lendi Group (2020-2021).
Former Deputy Chair: Australia Post
(2015-2020).
Former Director: Abacus Group Holdings
(2018-2022) and Endeavour Group Limited
(2021-2023).
Board Recommendation: The Board (with
Ms Holly Kramer abstaining) recommends
that shareholders vote in favour of the
election of Ms Holly Suzanna Kramer.
Item 3 – adoption of the
Remuneration Report
As required by the Corporations Act, the
Board presents the Remuneration Report for
the financial year ended 30 September 2023,
to shareholders for consideration and
adoption by a non-binding vote. The
Remuneration Report contains:
•information about Board policy for
determining the nature and amount of
remuneration of the Company’s Directors
and most senior executives;
•a description of the relationship between
the remuneration policies, and the
Company’s performance; and
•remuneration details for KMP (including
the Directors of the Company) for the
period ended 30 September 2023.
The Remuneration Report, which is part of
the 2023 Annual Report, can be found on the
Company’s website at anz.com/annualreport
or can be obtained by contacting the
Company’s Share Registrar, Computershare.
The vote on this Item is advisory only and
does not bind the Directors or the Company.
Nevertheless, the Board will take into account
the outcome of the vote when considering the
Company’s future remuneration arrangements.
E XPL ANATO RY
NOTES
ANZ 2023 Notice of Annual General Meeting
7

Board Recommendation: The Board considers
that the remuneration policies adopted by
the Company are appropriately structured to
provide rewards that are commensurate with
the Company’s performance and competitive
with the external market. On this basis, the
Board recommends that shareholders eligible
to do so vote in favour of the resolution
in item 3.
Item 4 – Grant of restricted
rights and performance rights
to Mr S C Elliott
The Company is asking shareholders to
approve the proposed grant of restricted rights
and performance rights to the Company’s
Chief Executive Officer (CEO) and Executive
Director, Mr Shayne Elliott, under the ANZ
Share Option Plan on the terms and conditions
set out below. The proposed grant is part
of Mr Elliott’s 2024 variable remuneration.
Long Term Variable Remuneration (LTVR)
is structured to provide material weight to
non-financial measures in line with APRA’s
Prudential Standard CPS 511 Remuneration.
Accordingly, for the 2024 grant, Mr Elliott’s
LTVR will be delivered as:
•50% LTVR restricted rights – with a pre vest
assessment of non-financial measures; and
•50% LTVR performance rights – with
forward looking Total Shareholder Return
(TSR) performance hurdles where:
–75% will be measured against the TSR of
the Select Financial Services comparator
group; and
–25% will be measured against absolute
Compound Annual Growth Rate
(CAGR) TSR.
At a glance:
•2024 LTVR, delivered in the form of 50%
restricted rights and 50% performance
rights, with a combined current face value
LTVR opportunity of A$3,375,000.
•2024 LTVR will be deferred over four to six
years with a two-year exercise period post
the end of the relevant deferral period
1
.
•The restricted rights:
–have been subject to a pre grant
assessment by the Board which
determined that the award should be
made at full value (i.e., no reduction); and
–will be subject to a pre vest assessment
by the Board of non-financial measures
at the end of the performance period to
determine whether the restricted rights
should vest in full.
•The performance rights:
–75% will be subject to a relative TSR
performance condition which compares
ANZ’s TSR performance against the
comparator group, with nil vesting
below median, 50% vesting at median
(i.e., threshold), and increasing to 100%
vesting at the 75
th
percentile of the
comparator group;
–25% will be subject to an absolute CAGR
TSR performance condition which
measures ANZ’s absolute CAGR TSR
performance against a time weighted
Cost of Capital target over the four-year
performance period, with nil vesting
below the threshold target, 50% vesting
at the threshold target, and increasing to
100% at the full vesting target (i.e., 150%
of threshold target).
•The performance conditions for both
restricted rights and performance rights
are assessed at the end of the four-year
performance period (with no retesting).
The four-year performance period
commences on 1 October 2023 and ends
four years later on 30 September 2027.
•Holding periods apply at the end of the
four-year performance period (to the extent
the restricted rights and performance
rights meet the relevant performance
conditions). The holding period commences
the day after the end of the four-year
performance period and finishes on the
4
th
, 5
th
or 6
th
anniversary of grant.
•The deferral period is the sum of the
four-year performance period and the
applicable holding period.
In more detail:
Each restricted right and each performance
right is a right to acquire an ordinary fully paid
share in the Company at nil cost (i.e., nil exercise
price), subject to meeting the applicable time
and performance conditions. To the extent
the performance conditions are met, the
relevant number of restricted rights and
performance rights will be eligible to vest on
the fourth, fifth and sixth anniversary of grant
(vesting dates) as described below. Upon
vesting the Board will determine whether to
settle the restricted rights and performance
rights with ANZ shares or by payment of a
cash equivalent amount.
Mr Elliott’s entitlement to the restricted rights
and performance rights and to any shares/
cash equivalent payment will be subject to:
•the Board’s on-going discretion to adjust
downward (including to zero) the number
of restricted rights and/or performance
rights if the Board considers such a
reduction to be necessary or appropriate
(see further below); and
•the terms of the grant, including rules
concerning treatment on termination of
employment or on a change of control
referred to below.
Mr Elliott will not be entitled to trade, transfer
or otherwise deal in (including by entering
into any hedging arrangements in respect of )
any restricted rights or performance rights, or
any entitlement to shares or cash equivalent
payment, prior to vesting.
If the Board determines to settle the restricted
rights and/or performance rights in shares
each restricted right/performance right
entitles Mr Elliott to one ANZ ordinary share
which will rank equally with shares in the
same class, subject to any adjustments in
accordance with the Listing Rules and the
rules of the Plan. Mr Elliott is not required to
pay any amount on grant of the restricted
rights and performance rights, nor on vesting.
The restricted rights and performance rights
form part of Mr Elliott’s ’at risk’ remuneration.
Restricted rights and performance rights
granted under the ANZ Share Option Plan
do not carry any voting rights prior to vesting.
A dividend equivalent payment (DEP) is paid
in cash at the end of the relevant deferral
period, but is only made to the extent that all
or part of the underlying rights actually vest.
Dividend equivalents accrue only on rights
that meet the performance condition and
actually vest, and accrue over the full deferral
period for restricted rights, and only during
the holding period for performance rights.
If approval is obtained, it is the intention of
the Board that the restricted rights a
nd
performance rights will be granted to Mr
Elliott on 21 December 2023 (but, in any
event, not more than 12 months after the
date of this AGM).
1. Deferral period = performance period + holding period.
ANZ 2023 Notice of Annual General Meeting
8

Grant value and calculation of the
number of restricted rights and
performance rights to be granted
The Board believes that the proposed grant
of LTVR restricted rights and performance
rights is an important part of Mr Elliott’s
remuneration as it reinforces the CEO’s focus
on achieving longer term strategic objectives,
driving outperformance relative to peers and
creating long term sustained value for all
stakeholders. The grant of restricted rights
and performance rights means that the
actual value (if any) of shares Mr Elliott will
receive from this grant is not determined
until the end of the four, five and six year
deferral periods and will depend on the
extent to which the performance conditions
are achieved and the ANZ share price at the
time of exercising the rights.
Using a face value allocation methodology,
the number of restricted rights and
performance rights proposed to be granted
to Mr Elliott has been determined by firstly
dividing the face value of the grant (i.e.,
A$3,375,000) by two to determine the
restricted rights award value and the
performance rights award value.
•The restricted rights award value (i.e.,
$1,687,500) has then been split into
three tranches (33% ~4 year deferral,
33% ~5 year deferral and 34% ~6 year
deferral) and then divided by the Volume
Weighted Average Price (VWAP) of the
Company’s ordinary shares traded on the
ASX in the five trading days up to and
including 1 October 2023, i.e., the start of
the four-year performance period – which
was $25.33. This has determined the actual
number of restricted rights for each
tranche of Restricted Rights, as follows:
Restricted
rights tranches
Actual number of
restricted rights
proposed to be
allocated to Mr Elliott
Tranche one:
~ 4 year deferral
21,984
Tranche two:
~ 5 year deferral
21,984
Tranche three:
~ 6 year deferral
22,651
Total restricted rights66,619
•The performance rights award value (i.e., $1,687,500) has been split into two parts:
–those rights subject to the relative TSR performance condition (75% / $1,265,625) and
–those rights subject to the absolute CAGR TSR performance condition (25% / $421,875).
•Each part is then split into three tranches (33% ~4 year deferral, 33% ~5 year deferral and
34% ~6 year deferral) and then divided by the same five-day VWAP (as used to calculate the
number of restricted rights) $25.33. This has determined the actual number of performance
rights for each tranche, as follows:
Performance rights relative TSR tranches
Actual number of performance rights
proposed to be allocated to Mr Elliott
Tranche four: ~ 4 year deferral16,488
Tranche five: ~ 5 year deferral16,488
Tranche six: ~ 6 year deferral16,988
Sub total49,964
Performance rights absolute CAGR TSR tranches
Tranche seven: ~ 4 year deferral5,496
Tranche eight: ~ 5 year deferral5,496
Tranche nine: ~ 6 year deferral5,662
Sub total16,654
Total performance rights66,618
Performance conditions
Restricted rights and performance rights will have a four-year performance period and a further
holding period – these periods combined are the total deferral period. The rights may vest after
expiry of the holding period, as follows:
Deferral period
Tranche
Four-year performance
periodHolding periodVesting date
~ 4 year deferral
(1 Oct 23 – 20 Dec 27)
1 Oct 23 – 30 Sep 27
1 Oct 27 – 20 Dec 2721 Dec 27
~ 5 year deferral
(1 Oct 23 – 20 Dec 28)
1 Oct 27 – 20 Dec 2821 Dec 28
~ 6 year deferral
(1 Oct 23 – 20 Dec 29)
1 Oct 27 – 20 Dec 2921 Dec 29
ANZ 2023 Notice of Annual General Meeting
9

Restricted rights
Restricted rights will be subject to a pre vest
assessment to be conducted by the Board
after expiry of the four-year performance
period. The pre vest assessment will take into
consideration any adjustments applied for
the same event/outcomes in either the
current or prior years (i.e., adjustments to
Short Term Variable Remuneration (STVR)
and LTVR, malus and clawback), to ensure
the overall impact is fair and proportionate
to the severity of the outcome.
The restricted rights pre vest assessment
consists of a three-step process which
considers, over the four-year
performance period:
1. Prudential soundness;
•Nil award if ANZ does not meet capital
ratio and liquidity prudential minimums.
2. Risk measures;
•Consideration of any Material Risk
Outcomes from executive actions
or inactions which is expected to/or
has resulted in significant impacts.
•Consideration of any significant
adverse change in APRA’s Active
Supervision level.
•Consideration of Risk Culture that
examines whether or not ANZ has
maintained (or made progress towards)
a sound risk culture, considering both
executive actions or inactions.
3. Apply Board discretion.
•Board to determine whether any
reduction should be made to the
restricted rights outcome based on
consideration of a range of factors,
including:
–the outcomes from steps 1 and 2 above;
–the impact, if any, of the issue/s on ANZ’s
reputation/standing in the market;
–whether the issue was specific to
ANZ, the banking industry or the
broader market;
–any impacts already applied (e.g., re
downward adjustment mechanisms,
pre grant assessment impact to
restricted rights);
–whether any impact should be made
on an individual or collective basis.
The assessment is not intended to be
formulaic given the circumstances requiring
the application of Board discretion will
typically be different or unique, however a
Board decision making framework is in place
to guide the Board in applying discretion.
Performance rights – Relative TSR
75% of the performance rights will be
subject to a TSR hurdle which ranks the TSR
performance of the Company with the TSR
performance of the Select Financial Services
comparator group.
The Select Financial Services comparator
group includes the Bank of Queensland
Limited, Bendigo and Adelaide Bank Limited,
Commonwealth Bank of Australia Limited,
Macquarie Group Limited, National Australia
Bank Limited, Standard Chartered PLC,
Suncorp Group Limited and Westpac
Banking Corporation. The Board may vary
the comparator group from time to time if it
considers it appropriate to do so, for example,
to take account of any constituent company
ceasing to be listed.
Broadly, TSR is the growth in share price, plus
the value of the dividends and distributions
on the relevant shares. The proportion of
performance rights that will become
exercisable will depend on the Company’s
TSR relative to the TSR of the constituent
companies in the comparator group at the
end of the four-year performance period.
The level of performance required for each
level of vesting, and the percentage of
performance rights that will become eligible
to vest at each level of performance, is set out
in the table below. The performance rights
lapse if the applicable performance condition
is not met. There is no re-testing.
If the TSR of the
company compared
to the TSR of the
constituents of the
comparator group:
The percentage of
performance rights
which will vest is:
Does not reach the
50
th
percentile
0%
Reaches or exceeds
the 50
th
percentile
50%, plus 2% for
every one percentile
increase above the
50
th
percentile
Reaches or exceeds
the 75
th
percentile
100%
Performance rights –
Absolute CAGR TSR
25% of the performance rights will be subject
to an absolute CAGR TSR hurdle with targets
as outlined below.
ANZ has utilised an LTVR absolute CAGR TSR
performance metric since 2015. This is an
internal hurdle focused on ANZ achieving
or exceeding a threshold level of growth
that is set by the Board at the start of the
performance period. The Board reviews and
approves the absolute CAGR TSR targets
for each performance rights award. When
determining the targets, the Board references
ANZ’s assessed Cost of Capital (CoC).
ANZ has updated its absolute CAGR TSR model
for the 2024 award to reflect a dynamic (rather
than a static) target for CoC. The TSR hurdle
is now based on the time weighted CoC over
the four-year performance period. Therefore,
the CAGR TSR target will be adjusted on a
time weighted basis unless the Board applies
discretion not to adjust.
Any CoC changes approved by the Board
throughout the performance period are
prospective only (i.e., reflect current market
factors) and will form part of the dynamic
CAGR TSR target calculation. This approach
further strengthens executive and shareholder
alignment as the target is more responsive to
future changes in both the interest rate cycle
and ANZ’s risk profile. This only applies to
awards from 2024 (no impact to prior awards).
The absolute CAGR TSR is measured over the
same four-year performance period and the
proportion of performance rights that will
become exercisable will depend upon the
Company’s absolute CAGR TSR at the end of
the four-year performance period compared
to the targets approved by the Board.
ANZ 2023 Notice of Annual General Meeting
10

The level of performance required for each
level of vesting, and the percentage of
performance rights that vest at each level of
performance, is based on the time weighted
CoC over the four-year performance period.
The Board will review and approve any
changes to the CoC on a quarterly basis
throughout the performance period, based
on the output from the Capital Asset Pricing
Model (CAPM) methodology (which takes
into consideration the risk-free bond rate, the
market risk premium and the beta – i.e., the
volatility of ANZ’s historical share price relative
to the market). The Board will also approve
the level of vesting (if any) at the end of
performance period based on the time
weighted CoC. The performance rights lapse
if the performance condition is not met.
There is no re-testing.
The Board retains discretion to adjust the
absolute CAGR TSR hurdle in exceptional
circumstances to ensure that Mr Elliott is
neither advantaged nor disadvantaged by
matters outside management’s control that
materially affect achievement of the absolute
CAGR TSR performance condition.
If the absolute
Compound Annual
Growth Rate TSR of
the company:
The percentage of
performance rights
which will vest is:
Does not reach the
threshold
0%
Reaches the threshold
(currently 9.75%)
50%
Exceeds the threshold
but does not reach the
full vesting level (i.e.,
150% of threshold)
Progressive pro-rata
vesting between
50% and 100% (on a
straight line basis)
Reaches or exceeds
150% of threshold
(currently 14.63%)
100%
Note, based on the CoC at the start of the
performance period, the CAGR TSR threshold
is 9.75% and the full vesting level is based on
a CAGR TSR of 14.63%; however this may be
subject to change based on the time weighted
CoC over the performance period unless the
Board exercises discretion to set it otherwise.
Downward adjustment –
Board discretion
The Board retains an on-going and absolute
discretion to:
•apply further deferral or freeze the vesting
of restricted rights and performance rights;
•apply malus (an adjustment to reduce the
value of part or all of the restricted rights
and performance rights before they have
vested); and
•apply clawback (the recovery of restricted
rights and performance rights which have
already vested).
This discretion may be exercised, for example,
where the Board considers this is necessary
to protect the financial soundness of ANZ or
to meet regulatory requirements, or there has
been a material failure of risk management
or controls within ANZ.
Accordingly, before the scheduled vesting of
any restricted rights and performance rights
the Board considers whether any further
deferral/freezing or malus should be applied,
and also considers whether clawback
should be applied during the applicable
clawback period.
Treatment on termination
of employment
If:
•Mr Elliott resigns prior to the vesting date
the restricted rights and performance
rights will lapse;
•Mr Elliott’s employment is terminated by
ANZ
2
with notice, except as set out below
in relation to ’good leaver’ termination, all
unvested restricted rights and performance
rights as at the ’full notice termination
date’
3
will lapse;
•Mr Elliott’s employment is terminated by
ANZ for misconduct with notice, all unvested
restricted rights and performance rights
will lapse on cessation of employment. If
Mr Elliott’s employment is terminated by
ANZ for serious misconduct without notice,
all vested (but unexercised) and unvested
restricted rights and performance rights
will lapse on cessation of employment; or
•Mr Elliott ceases employment in
circumstances of death or total and
permanent disability, the performance
conditions will be waived and all unvested
restricted rights and performance rights
will vest on cessation.
In certain circumstances termination may
be classified by the Board as a ’good leaver’.
In such a case, unless the Board determines
otherwise, the restricted rights and
performance rights held by Mr Elliott
will remain on-foot and, where and to the
extent the Board determines the applicable
performance condition is met, the relevant
number of restricted rights and performance
rights will be eligible to vest on their applicable
vesting date. On vesting, the Board may
determine to settle the relevant restricted
rights and/or performance rights with a cash
equivalent payment, rather than with shares.
2. ‘ANZ’ means Australia and New Zealand Banking Group Limited, the employing entity. 3. ’Full notice termination date’ means the date of cessation of employment or, if later, the date on which
cessation of employment would have occurred but for any payment made in lieu of notice.
ANZ 2023 Notice of Annual General Meeting
11

Treatment on change of control
Where a change of control occurs, which
includes a person acquiring a relevant
interest in at least 50% of the Company’s
ordinary shares as a result of a takeover
bid, or other similar event, the applicable
performance conditions applying to the
restricted rights and performance rights
will be tested and the restricted rights and
performance rights will become eligible to
vest based on the extent the performance
conditions are satisfied. In such a case the
performance period will be taken to end
at a time (being no later than the final date
on which the change of control event will
occur) determined by the Board. No pro rata
reduction in vesting will occur, and vesting
will only be determined by the extent to
which the relevant performance conditions
are satisfied over the adjusted
performance period.
Any restricted rights and/or performance
rights which vest based on satisfaction of t
he performance conditions over the adjusted
performance period will vest at a time (being
no later than the final date on which the
change of control event will occur) determined
by the Board. If applicable law or APRA
requirements prevent vesting at this time,
the Board may determine a later time that
complies with applicable law or APRA
requirements and/or that any consideration
that is received must be deferred until the
expiry of that later time.
Any restricted rights and/or performance
rights that remains unvested will lapse with
effect from the date of the change of control
event occurring, unless the Board determines
otherwise.
Other information
The proposed grant of restricted rights and
performance rights to Mr Elliott, a director of
the Company, falls within Listing Rule 10.14
and, therefore, requires the approval of the
Company’s shareholders under Listing Rule
10.14. Mr Elliott is the only Director entitled
to participate in the ANZ Share Option Plan.
No associate of any Director is entitled
to participate.
Item 4 therefore seeks the required
shareholder approval to the grant under
and for the purposes of Listing Rule 10.14.
If the resolution in item 4 is passed, the
Company will be able to proceed with the
grant as described in these Explanatory Notes.
In the event that shareholders do not
approve the grant of restricted rights and
performance rights, the restricted rights and
performance rights would not be granted
and the Board would review the feedback
from shareholders to clearly understand why
the resolution was not supported. The Board
sees LTVR as a very important component of
Mr Elliott’s total remuneration package, and
the Board would look to review the structure
(each of the elements) of the CEO’s total
remuneration package.
Mr Elliott’s current total remuneration
package is comprised of:
•Fixed Remuneration (FR) of A$2,500,000
(inclusive of superannuation) per annum;
•Short Term Variable Remuneration (STVR)
of up to 100% of FR (maximum
opportunity); and
•Long Term Variable Remuneration (LTVR) of
up to 135% of FR (maximum opportunity).
Shareholders are referred to the 2023
Remuneration Report published in the
Company’s 2023 Annual Report for further
details of Mr Elliott’s remuneration.
As CEO and a director of the Company, and
as approved by shareholders at AGMs of the
Company, Mr Elliott has been granted a total
of 73,145 restricted rights and 1,090,584
performance rights under the ANZ Share
Option Plan, as part of his remuneration
as LTVR, as follows:
Grant date
Number of
restricted
rights
granted
%
vested
%
lapsed
15 Dec 2273,145
To be confirmed
post vesting date
Total73,145
Grant date
Number of
performance
rights
granted
%
vested
%
lapsed
17 Dec 15
4
159,57321.8% 78.2%
16 Dec 16150,4820% 100%
19 Dec 17143,29443.3% 56.7%
19 Dec 18110,36551.6% 48.4%
17 Dec 19168,066
To be
confirmed post
vesting dates
16 Dec 20159,308
16 Dec 21126,353
15 Dec 2273,143
Total1,090,584
No amount was or is payable by Mr Elliott at
grant or on vesting for the above restricted
rights and/or performance rights.
There is no loan scheme in relation to the
restricted rights and/or performance rights
(or the shares underlying them).
For the settlement of the restricted rights and
performance rights on vesting, shares may be
issued or acquired on market, or the Board
may determine to settle the restricted rights
and/or performance rights with a cash
equivalent amount.
4. Grant approved by shareholders at the 2015 AGM in anticipation of Mr Elliott’s appointment as a director and CEO becoming effective on 1 January 2016.
ANZ 2023 Notice of Annual General Meeting
12

Details of any securities issued under the
ANZ Share Option Plan will be published in
the Company’s Annual Report relating to the
period in which they were issued, along with
a statement that approval for the issue was
obtained under Listing Rule 10.14. Any
additional persons covered by Listing Rule
10.14 who become entitled to participate
in an issue of securities under the ANZ Share
Option Plan after the resolution on item 4
is approved and who are not named in this
Notice of Meeting will not participate until
approval is obtained under that Listing Rule.
Under section 200B of the Corporations Act,
a company may only give a person a benefit
in connection with their ceasing to hold a
managerial or executive office in the
company or a related body corporate if it
is approved
by shareholders under section 200E or an
exemption applies. Mr Elliott holds such an
office. The term ’benefit’ has a wide operation
and could include the early vesting of the
restricted rights and/or performance rights
as contemplated above or otherwise under
the ANZ Share Option Plan.
Accordingly, shareholder approval is also
sought for the purpose of section 200E of the
Corporations Act to allow vesting of restricted
rights and performance rights and settlement
of them with shares or a cash equivalent
payment upon Mr Elliott ceasing
employment (as summarised under
“Treatment on termination of employment”
above), including where to do so would
involve the giving of a ’benefit’ to Mr Elliott in
connection with him ceasing to hold a
managerial or executive office. The approval
is sought in relation to
the restricted rights and performance rights
proposed to be granted to Mr Elliott under
item 4 in this Notice of Meeting.
If shareholder approval is obtained, the value
of the approved termination benefits in this
resolution will be disregarded when
calculating Mr Elliott’s termination benefits
cap for the purpose of subsection 200F(2)(b)
or subsection 200G(1)(c) of the
Corporations Act.
The value of any benefit relating to the
restricted rights and performance rights
given in connection with Mr Elliott ceasing
to hold managerial or executive office cannot
presently be ascertained. However, matters,
events and circumstances that will, or are
likely to, affect the calculation of that
value are:
•the number of restricted rights and
performance rights held by Mr Elliott
prior to cessation of employment;
•the circumstances of or reasons for
Mr Elliott’s cessation of employment
(see ’Treatment on termination of
employment’ above);
•the result of any pro rating on cessation
of employment;
•any other factors that the Board
determines to be relevant when
exercising its discretions;
•whether performance hurdles are waived
or (if not waived) met, and the number
of restricted rights and performance
rights that vest (which could be all of
the restricted rights and performance
rights held by Mr Elliott);
•whether the restricted rights and/or
performance rights are settled in ANZ
shares or by payment of a cash equivalent
amount; and
•the market price of ANZ shares on ASX on
the date shares are provided to Mr Elliott
upon vesting of the restricted rights and
performance rights or, if the Board decides
to settle the restricted rights and/or
performance rights by payment of a cash
equivalent amount, in the five trading days
up to (and including) the date of vesting.
Under the rules of the ANZ Share Option Plan,
the Board has discretion to adjust the rules of
the Plan and awards granted under it. If the
Company makes a bonus issue, or rights
issue, or undertakes a re-organisation, the
number of restricted rights and performance
rights granted to Mr Elliott or their terms may
be adjusted under the Plan as required by the
Listing Rule or to address any material
advantage or disadvantage that may occur
(subject to any appliable ASX Listing Rule
requirements). Any such adjustments would
be explained in the Company’s next Annual
Report issued following the adjustment.
Board Recommendation: The Board considers
that the proposed granting of restricted
rights and performance rights on the terms
above is appropriate and is in the best
interests of the Company and its
shareholders, as the grant strengthens the
alignment of Mr Elliott’s interests with
shareholders, and the performance rights
provide a strong link between the reward for
Mr Elliott’s performance and total shareholder
returns over the next four to six year period.
The Board also considers that obtaining
shareholder approval to allow restricted
rights and performance rights to vest upon
Mr Elliott ceasing employment in accordance
with the Conditions of Grant, as described
above, is appropriate and in the best interests
of the Company and its shareholders. It will
provide the Company with the ability to
ensure its ongoing compliance with section
200B of the Corporations Act and with the
Conditions of Grant for the restricted rights
and performance rights.
Accordingly, the Board (wi
th Mr Elliott
abstaining) recommends that shareholders
eligible to do so vote in favour of the
resolution in item 4.
ANZ 2023 Notice of Annual General Meeting
13

RESPONSE TO MARKET FORCES
STATEMENT PURSUANT TO
SECTION 249P OF THE
CORPORATIONS ACT
ANZ’s ambition is to be the leading Australia
and New Zealand-based bank in supporting
customers to transition to net zero by 2050.
Naturally, the strategies engaged by ANZ in
pursuit of this ambition, and in the management
of climate-related financial risk, are determined
by ANZ independently, and will not in all
instances mirror those of other Australian
financial institutions (FIs). Some other FIs are,
for example, principally retail and small business
lenders. Their customers pose different
challenges which need appropriately
different responses.
The transition to net zero will create significant
employment and lending opportunities.
However, the social costs of a net zero transition
could be significant for workers in regions
currently dependent on fossil fuels for
employment and we expect customers to
avoid or manage these potential adverse
human rights impacts and social costs.
As the first Australian Bank to join the Net
Zero Banking Alliance (NZBA), a key pillar of
ANZ’s net zero strategy is implementing our
NZBA commitment by transitioning our
lending portfolio in line with the goal of net
zero greenhouse gas emissions by 2050. The
sector targets ANZ has adopted in line with
the NZBA commitment will help steer the
most carbon-intensive parts of our portfolio,
including fossil fuels lending, towards this
goal. For example, ANZ has adopted a target
of reducing absolute financed emissions in the
oil and gas sector by 26 per cent by FY2030
when compared to FY2020 financed emissions,
and is currently ‘on track’ with that target. Our
2023 Climate-Related Financial Disclosures
(Climate Report) provide a detailed and
transparent update on our progress against
existing sector targets, and also provides
details of our four new sector targets.
ANZ’s overall exposure to the upstream oil
and gas sector is also trending down. It is
now 29% lower than it was in FY2020, and
we are now targeting a 40% reduction
against a FY2020 baseline by FY2025.
ANZ’s approach to engaging with its highest
emitting business customers is consistent
with our previous achievements. As outlined
in our Climate Report, ANZ is entering into a
new phase of its Large Emitters Engagement
Program (LEEP), which will involve enhanced
expectations and focused engagement, and
the expansion of customers covered by LEEP.
From FY24 we will be applying an enhanced
transition plan assessment framework and
will communicate to these customers our
expectation that they obtain third-party
assurance of their emissions performance
and targets. By the end of FY2025, we expect
both new and existing upstream oil and gas
customers to publish a transition plan which
meets the threshold of ‘well developed’ under
ANZ’s transition plan assessment framework,
which is discussed in more detail in our Climate
Report. We already require the provision of
customer transition plans which we evaluate
before considering any new material
transactions (as defined in our Climate
Report) in the oil and gas sector.
Our LEEP program, which will see us
engaging with our 100 largest emitting
business customers, also extends to the
metallurgical coal sector. When selecting
customers for engagement through LEEP,
we have regard to the scope 1, 2 and 3
emissions of coal mining customers,
including metallurgical coal miners. Our
exposures to thermal coal mining have
reduced by ~85% since 2015 when we first
started engaging with our thermal coal
customers and now comprises ~0.02% of
ANZ’s exposure at default. We have set a new
target to reduce absolute financed emissions
from our lending directly to thermal coal by
100% by 2030, which complements our
existing approach to reduce our exposures
to that sector.
Reducing portfolio emissions in line with
the NZBA and engaging with high emitting
clients not only assists us to meet our climate
commitments, it assists us to manage our
exposure to climate-related financial risk in
line with our regulatory obligations. More
broadly, ANZ also implements a range of
measures to proactively manage climate-
related financial risks. As outlined in our
Climate Report, climate-related financial risks
– including transition risk in carbon-intensive
sectors – are managed through our Risk
Management Framework, as well as through
lending tools and processes, including our
Climate Change Risk Assessment process.
Although climate change is already managed
substantively through our Risk Management
Framework, on 9 November 2023, ANZ’s Board
Risk Committee approved the elevation of
climate as one of our most material risks in
its Risk Management Framework.
STATEMENT PURSUANT
TO SECTION 249P OF THE
CORPORATIONS ACT
ANZ failing to demonstrate
adequate management of material
climate-related financial risks
Despite committing to the 1.5°C target of
the Paris Agreement and net zero global
emissions by 2050, ANZ continues to finance
fossil fuel expansion, undermining these
goals and exposing our company to
increased climate-related financial, legal,
regulatory, and reputational risks.

APPENDIX
A group of shareholders (holding approximately 0.01% of the Company’s ordinary shares
on issue) understood by the Company to be associated with the group “Market Forces”
have requested pursuant to section 249P of the Corporations Act 2001 that the statement
set out in this Appendix to the Notice of AGM be provided to the Company’s shareholders.
Details of ANZ’s material climate-related financial risks, as well as details of how ANZ manages those risks are available in the Company’s 2023
ESG Supplement and 2023 Climate-related Financial Disclosures report, both of which will be released to ASX and be made available on our
website at anz.com/annualreport on 13 November 2023.
The Company is legally required to circulate the statement to shareholders. However, the Board and Company do not endorse, and are not
responsible for, the contents of the statement.
ANZ 2023 Notice of Annual General Meeting
14

Inadequate consideration of risk
It appears, from ANZ’s 2022 annual report,
that ANZ has failed to address climate change
as a material risk within its risk management
strategy,
1
an approach that is inconsistent
with its peers.
2
Australian laws require that
ANZ properly manages material risk.
3
We are
concerned with ANZ’s management of the
physical and transition risks associated with
climate change.
Financing fossil fuel expansion
ANZ has loaned $11.1 billion to fossil
fuel expansion since the Paris Agreement,
significantly more than any of its major
Australian banking peers. ANZ loaned
$1.5 billion to fossil fuel expansion in 2022
alone, the most of the big four Australian
banks and over seven times more than
Commonwealth Bank.
4
The Intergovernmental Panel on Climate
Change (IPCC) has concluded that limiting
global warming to 1.5°C leaves no room for
new or expanded fossil fuel developments.
5

The UN - convened Net-Zero Banking Alliance
(NZBA), of which ANZ is a member, has
categorically stated it “does not support
the financing of fossil fuel expansion”.
6
ANZ claims it is focused on “aligning our lending
decisions to the Paris Agreement goals” and
“factoring climate change risk into lending
decisions for large business customers”.
7
Yet in
the last two years ANZ has loaned a combined
A$686 million to Woodside, Santos, Global
Infrastructure Partners,
8
and JERA
9
– companies
that are pursuing massive oil and gas
expansion plans.
ANZ’s financing continues to facilitate fossil
fuel expansion incompatible with global
climate goals. The bank must disclose a
credible and comprehensive plan to assess
all fossil fuel customers for alignment with
a 1.5°C pathway to address the glaring
inconsistency between its climate
commitments and its financing activities.
Policy gaps
ANZ is the only ‘big four’ Australian bank
that has no policy to restrict project finance
to new oil and gas fields. It has also failed
to restrict project finance for new or
expanded metallurgical coal mines, and
critical infrastructure required to unlock
new fossil fuel supply, such as pipelines
and LNG terminals.
Based on ANZ’s current disclosures, the bank
will not require fossil fuel companies
10
to have
credible transition plans aligned with the
1.5°C goal of the Paris Agreement to continue
providing new finance
11
to those companies.
ANZ has only disclosed an ‘expectation’ that
customers in the ‘energy sector’ have a climate
change transition plan in place prior to 2025.
12

ANZ says it will not onboard energy customers
without such plans, and ‘reduce exposure’ to
its largest emitting business customers who
have not improved their transition plans
by 2025,
13
a commitment that falls well
short of peers.
While Commonwealth Bank,
14
NAB,
15
and
Westpac
16
have committed to not provide
certain types of new finance for certain fossil
fuel companies without transition plans, ANZ
only has a vague commitment to reduce
exposure. ANZ’s ‘expectation’ also fails to
include critical fossil fuel sub-sectors – such
as metallurgical coal mining – which threaten
to undermine the climate goals ANZ claims
to support. By contrast, Commonwealth Bank
has committed to not provide corporate
finance, trade finance or bond facilitation to
oil and/or gas producing, metallurgical coal
mining and coal-fired power generation clients
that do not have climate transition plans in
place by 2025.
17
These plans will be assessed
using a framework based on the Climate
Action 100+ benchmark, must include scope
1, 2 and 3 emissions targets, and will be
verified by an independent third-party.
18
Without a clearly articulated commitment
and process to assess all fossil fuel customers’
plans for alignment with a 1.5°C warming
pathway before providing further finance,
our bank is failing to demonstrate adequate
risk management.
Risks to shareholders
By failing to bring its substantial fossil
fuel financing into line with its climate
commitments, ANZ exposes shareholders
to significant risk.
ANZ’s peers have already faced legal action
in relation to their fossil fuel financing.
19

With climate litigation on the rise around
the world, and Australians filing the highest
number of cases per capita,
20
ANZ is
vulnerable to climate-related litigation.
Australian misleading and deceptive conduct
laws require companies to have a reasonable
basis for making climate-related statements,
including net zero commitments.
21
As stated
by the chair of a UN High-Level Expert Group
focused on corporate net zero claims:
“Non-state actors cannot claim to be net
zero while continuing to build or invest in
new fossil fuel supply.”
22
The misalignment
between ANZ’s climate commitments and its
ongoing financing of new fossil fuels enlivens
this ‘greenwashing’ risk, which is an increasing
focus for regulators and policymakers.
23
We urge shareholders to request further
disclosure from ANZ addressing its
management of climate risk and its processes
for ensuring fossil fuel financing decisions are
aligned with the goals of the Paris Agreement.
1.https://www.anz.com/content/dam/anzcom/shareholder/2022-anz-annual-report.pdf 2. For example, see NAB’s 2022 Annual Report on pp 41 and 91 where climate change is considered as part
of the material risk category “Sustainability risk”: https://www.nab.com.au/content/dam/nab/documents/reports/corporate/2022-annual-report.pdf
3. Banking Act 1959 (Cth) s 11AG and APRA’s
Prudential Standard CPS 220 Risk Management
4. https://www.marketforces.org.au/campaigns/banks/banking-climate-failure-2023/ 5. https://www.ipcc.ch/report/sixth-assessment-report-
working-group-3/
6. https://www.unepfi.org/industries/banking/nzba-responds-to-recent-research-on-fossil-fuels-coal/ 7. https://www.anz.com/content/dam/anzcom/shareholder/2022-
anz-climate-related-financial-disclosures-report.pdf
8. https://www.marketforces.org.au/campaigns/banks/anz/ 9. https://www.marketforces.org.au/campaigns/asia/jera/ 10. As defined in
Science-Based Targets Initiative Fossil Fuel Finance Position Paper Consultation Draft (https://sciencebasedtargets.org/resources/files/The-SBTi-Fossil-Fuel-Finance-Position-Paper-Consultation-Draft.
pdf
)
11. Defined as: The provision of new corporate lending, project finance or trade finance to a customer, including the refinancing of existing facilities, and the arranging or underwriting of capital
markets transactions to a customer.
12. https://www.anz.com.au/content/dam/anzcomau/about-us/anz-climate-change-commitment-2023.pdf 13. https://www.anz.com/content/dam/anzcom/
shareholder/2022-anz-climate-change-roundtable-investor-presentation.pdf; https://www.anz.com.au/content/dam/anzcom/shareholder/2022-anz-climate-related-financial-disclosures-report.
pdf
14. https://www.commbank.com.au/content/dam/commbank/about-us/download-printed-forms/environment-and-social-framework.pdf 15. https://www.nab.com.au/content/dam/nab/
documents/reports/corporate/2022-climate-report.pdf
16. https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/sustainability/Climate_Change_Position_Statement_
and_Action_Plan.pdf
17. https://www.marketforces.org.au/commbanks-climate-policy-update-leaves-anz-nab-and-westpac-in-the-dust/ 18. https://www.commbank.com.au/content/dam/
commbank-assets/investors/2023-08/climate/2023-climate-report_print.pdf
19. See, for example: https://www.afr.com/companies/financial-services/shareholder-gets-early-victory-in-climate-
change-case-against-cba-20211111-p5980b
20. https://www.afr.com/companies/professional-services/australia-tops-world-in-climate-litigation-20230626-p5djgk#:~:text=However%2C%20
the%20Global%20Climate%20Litigation,4.8%20per%20million%20for%20Australia
21. https://asic.gov.au/regulatory-resources/financial-services/how-to-avoid-greenwashing-when-
offering-or-promoting-sustainability-related-products/
22. https://www.un.org/sites/un2.un.org/files/high-level_expert_group_n7b.pdf 23. https://www.aph.gov.au/Parliamentary_Business/
Committees/Senate/Environment_and_Communications/Greenwashing; https://download.asic.gov.au/media/ao0lz0id/rep763-published-10-may-2023.pdf; https://www.accc.gov.au/system/
files/Environmental%20and%20sustainability%20claims%20-%20draft%20guidance%20for%20business_web.pdf
ANZ 2023 Notice of Annual General Meeting
15

ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791.
ANZ’s colour blue is a trade mark of ANZ.
shareholder.anz.com

---

ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791


13 November 2023

Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000





Chairman’s letter to shareholders

ANZ Group Holdings Limited (ANZ) today released its Chairman’s letter to shareholders
in relation to the upcoming ANZ 2023 Annual General Meeting.
The letter has been approved for distribution by ANZ’s Chairman.

Yours faithfully




Simon Pordage
Company Secretary
ANZ Group Holdings Limited

ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791.
Paul D O'Sullivan
Chairman
13 November 2023
Dear shareholder
2023 Annual General Meeting
On behalf of the Directors of ANZ Group Holdings Limited ("ANZ"), I confirm that ANZ's 2023 Annual General
Meeting (AGM) will be held in person on Thursday, 21 December 2023 commencing at 9:00am (Brisbane Time)
at the Brisbane Convention & Exhibition Centre.

For those shareholders who have not made an election to receive hard copy documents, electronic copies
of documents (including an Online Meeting Guide and Frequently Asked Questions document) are available
on our website at anz.com/shareholder/centre. Hard copy materials can be sent to you free of charge by
contacting the ANZ Shareholder Information Line on 1800 11 33 99 (within Australia) or +61 3 9415 4010
(outside Australia).
AGM Proxy Form
It is important that you submit your AGM proxy form (enclosed with this letter) in accordance with the
instructions set out in the form. To be valid, please make sure your proxy form is received by our Share Registry
by 9.00 am (Brisbane Time) on 19 December 2023.
Thank you for your continued support of ANZ. We look forward to your attendance and the opportunity to
engage with you at ANZ’s 2023 AGM.

Yours faithfully

Paul D O'Sullivan
Chairman
ANZ Group Holdings Limited

---

ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791


13 November 2023

Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000





Online Meeting Guide and FAQs

ANZ Group Holdings Limited (ANZ) today released its Online Meeting Guide and
Frequently Asked Questions document relating to the upcoming ANZ 2023 Annual
General Meeting.
It has been approved for distribution by ANZ’s Company Secretary.

Yours faithfully




Simon Pordage
Company Secretary
ANZ Group Holdings Limited

ACCESSING THE ONLINE PORTAL ON THE DAY
ONLINE MEETING GUIDE &
FREQUENTLY ASKED QUESTIONS
for the Annual General Meeting
being held on Thursday, 21 December 2023
ONLINE
To access the Online Portal, visit
https://meetnow.global/ANZ2023
on your smartphone, tablet, or computer and enter
the registration information below.
Before you begin ensure your
browser is compatible.
You can easily check your current browser by going
to the website: whatismybrowser.com
Supported browsers are:
›Chrome Firefox Safari Edge
The Meeting is viewable from smartphones, tablets,
or computers.
If you choose to access the Online
Portal, you will be able to ask
written questions online and view
a live webcast of the Meeting.
To access
the Online Portal

AUSTRALIAN
RESIDENTS
SRN or HIN and postcode
of your registered address

OVERSEAS
RESIDENTS
SRN or HIN and country
of your registered address

APPOINTED
PROXIES
Please contact Computershare
Investor Services on
+61 3 9415 4024 to request
your unique email invitation
link prior to the meeting day
To access the Online Portal,
you must have the following information:
To register as a shareholder
Select ‘Shareholder’, enter your SRN or
HIN and select your country. If Australia,
also enter your postcode.
To register as a Proxyholder
Click on the link in the invitation e-mail
sent to you. Or select ‘invitation’ and enter
your invite code provided in the email.
To register as a guest
Select ‘Guest’ and enter your details.
Visit http://meetnow.global/ANZ2023
and click on the join meeting now button.
OROR

TO ACCESS THE WEBCAST
The webcast will appear automatically
once the Meeting has started. If the
webcast does not start automatically press
the play button and ensure the audio on
your computer or device is turned on.
TO ACCESS MEETING DOCUMENTS
To view documents relating to the
Meeting select the ‘Documents’ icon and
choose the document you wish to view.
FOR ASSISTANCE
If you require assistance before or during the Meeting,
please call +61 3 9415 4024.
TO ASK WRITTEN QUESTIONS ONLINE
To ask a question select the ‘Q & A’ icon,
select the topic your question relates to.
Type your question into the chat box at
the bottom of the screen and press ‘Send’.

MEETING DETAILS
1
When and where is ANZ’s AGM being held?
ANZ Group Holdings Limited’s (ANZ) 2023 Annual General
Meeting (AGM) will be held on Thursday, 21 December 2023
commencing at 9:00 am (Brisbane Time) at Plaza Link Level,
Plaza Ballroom, Glenelg St, South Brisbane QLD 4101.
MEETING DOCUMENTATION
2
How do I request a hard copy of the Notice of
Meeting and Proxy Form?
You are able to request a hard copy of the Notice of Meeting and
Proxy Form. This will be mailed out to you as a priority. Please refer
to question 8 for the deadline to return completed Proxy Forms.
To request a hard copy of the above documents please call:
T 1800 11 33 99 within Australia
T +61 3 9415 4010 outside Australia
Once completed, mail your form with the included
reply paid envelope or Fax to:
F 1800 783 447 within Australia
F +61 3 9473 2555 outside Australia
3
Can I update my details to receive
electronic communications?
Receiving your communications electronically is an important
way to stay informed as an ANZ shareholder.
We encourage you to take this opportunity to switch to
electronic communications. This will help us with sustainable
practices that also enable the fastest possible access to
information in a secure and cost-effective way.
Scan this QR Code to update your details
online or open your browser and go to
anz.com/easyupdate and update your
details online.
4
How do I access the documents online?
You can access all of the documentation at anz.com/agm
from Monday, 13 November 2023.
ISSUES ACCESSING THE
ONLINE PLATFORM
5
I can’t log into the Online Platform. What do I do?
Please call the following numbers:
CountryHotline
Australia
03 9415 4024
Outside Australia
+61 3 9415 4024
6
What do I do if I am logged out of the Online
Platform during the Meeting?
You will need to re-register. Alternatively, please call our share
registry provider, Computershare Investor Services, using the
telephone numbers provided in question 5.
7
I don’t have a (reliable) internet connection –
what are my options?
You will need to have a reliable internet connection to ask
written questions during the Meeting via the Online Platform.
If you do not have an internet connection, or are concerned
about its reliability, we encourage you to submit any questions
you would like to ask, prior to the Meeting.
Please refer to ‘HOW DO I ASK A QUESTION?’
section for further information.
HOW DO I VOTE?
8
Appointing a proxy to vote on my behalf
You can appoint a proxy to vote on your behalf but must do so
prior to the Meeting. You can appoint a proxy either online or in
writing using the Proxy Form, as set out in the table below.
To be effective, proxy appointments must be received by
9.00 am (Brisbane Time) on Tuesday, 19 December 2023.
MethodHow to appoint a proxy
OnlineOpen your browser and go to:
investorvote.com.au/login
AGM (Control Nbr 132972)
In writing
To request Proxy forms –
please call Computershare on:
T 1800 11 33 99 within Australia
T +61 3 9415 4010 outside Australia
Once completed, mail your forms with the
included reply paid envelope or Fax to:
F 1800 783 447 within Australia
F +61 3 9473 2555 outside Australia
FREQUENTLY ASKED QUESTIONS
IMPORTANT NOTICE
Notice of Meeting and Proxy Form
You are able to request a hard copy of the Notice of Meeting and
Proxy Form. This will be mailed out to you as a priority
To request a hard copy of these documents, please call
Computershare on: T 1800 11 33 99 within Australia
T +61 3 9415 4010 outside Australia

9
Can I vote online during the Meeting?
You cannot vote during the Meeting via the Online Platform.
HOW DO I ASK A QUESTION?
10
Can I submit a question prior to the Meeting?
You can ask questions prior to the Meeting either online or in
writing using the Questions from Shareholders Form, as set out
in the table below.
Such questions must be received by 4.00pm (Brisbane Time)
on Thursday, 14 December 2023.
MethodHow to ask a question
Online
Open your browser and go to:
investorvote.com.au/login
AGM (Control Nbr 132972) using the
Shareholder Question icon or anz.com/agm
– use the online form
In writingTo request hard copy Questions from Shareholders
Form – please call Computershare on:
T 1800 11 33 99 within Australia
T +61 3 9415 4010 outside Australia
Your form must be received by 4:00pm
(Brisbane Time) on Thursday, 14 December
2023. Mail your form in the included reply
paid envelope or Fax to:
F 1800 783 447 within Australia
F +61 3 9473 2555 outside Australia
11
Can I ask questions during the Meeting?
Yes, you can ask questions during the Meeting in person by
walking up to the microphone in the Meeting room at the
appropriate time or by submitting a written question via the
Online Platform.
For written questions, tap on the Q & A icon on the Online
Platform and then type your question in the chat box at the
bottom of the screen and press ‘Send’.
Questions will be read aloud during the AGM for the Board
and Management to respond to.
12
What if I lose connection with the Online
Platform and miss my opportunity to ask
a written question?
You will need to be logged in to the Online Platform in order
to view the Meeting or ask written questions online. If you
lose connection with the Online Platform you may miss your
opportunity to ask a question.
If you are concerned about this, please consider submitting
any questions you have prior to the AGM.
OTHER QUESTIONS?
13
Will there be an opportunity to meet the
Board and Management?
If you are attending the Meeting in Brisbane, Queensland
you will be able to meet with the Board and Management.
Shareholders are encouraged to ask questions of the Board and
Management prior to or during the Meeting using the methods
set out in ‘HOW DO I ASK A QUESTION?’ section.
14
How do I watch a recording after the Meeting?
A link which will allow you to watch a recording of the AGM
will be posted on the ANZ website at anz.com/agm shortly
after the Meeting has ended.
anz.com
ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791

---

ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791


13 November 2023

Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000





Proxy Form

ANZ Group Holdings Limited (ANZ) today released its Proxy Form relating to the
upcoming ANZ 2023 Annual General Meeting.
It has been approved for distribution by ANZ's Board of Directors.

Yours faithfully




Simon Pordage
Company Secretary
ANZ Group Holdings Limited

ANZ Group Holdings Limited ABN 16 659 510 791 12294
HOW TO DIRECT YOUR PROXY TO VOTE
APPOINTMENT OF PROXY
The details set out below are subject to the additional details set out
in Steps 1 and 2 overleaf.
Voting 100% of your holding: Direct your proxy how to vote by
marking one of the boxes opposite each item of business. If you do
not mark a box in respect of an item, your proxy may vote as they
choose on that item. If you mark more than one box on an item your
vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting
rights by inserting the number or percentage of shares you wish your
proxy to vote in the For, Against or Abstain box or boxes. The sum of
the votes to be cast by your proxy on an item of business must not
exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two
proxies to attend the Meeting and vote on a poll. If you appoint two
proxies you must specify the number or percentage of shares you wish
each proxy to vote, otherwise each proxy may vote half of the shares.
Fractions of votes will be disregarded. When appointing a second
proxy write both names and the number or percentage of shares for
each in Step 1 overleaf.
A proxy need not be a shareholder of the Company.
LODGEMENT OF A PROXY
This Proxy Form (and any authority under which it is signed or
a certified copy of that authority) or any other proxy voting
instructions must be received by ANZ not later than 48 hours before
the commencement of the Meeting. Any Proxy Form, authority,
certified copy of an authority or other proxy voting instructions
received after that time will not be valid for the scheduled Meeting.
Proxy Forms (and any authorities under which they are signed or
certified copies of those authorities) may be sent by mail or by fax
using any of the address details or the facsimile numbers shown
above. As an alternative to using this Proxy Form, shareholders
may record their proxy voting instructions electronically at
www.investorvote.com.au or by scanning the above QR Code
with their mobile device.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual: Where the holding is in one name, the shareholder
must sign.
Joint Holding: Where the holding is in more than one name,
all of the shareholders should sign.
Power of Attorney: If this Proxy Form is signed on behalf of the
shareholder under Power of Attorney and you have not already
lodged the Power of Attorney with the Share Registrar, please
attach a certified photocopy of the Power of Attorney to this
Proxy Form when you return it.
Companies: Where the company has a Sole Director who is also the
Sole Company Secretary, this Form must be signed by that person.
If the company (pursuant to section 204A of the Corporations Act
2001) does not have a Company Secretary, a Sole Director can also
sign alone. Otherwise this Form should be signed by a Director jointly
with either another Director or a Company Secretary. Please sign in
the appropriate place to indicate the office held.
ATTENDING THE MEETING
If a representative of a corporate shareholder or a corporate proxy is
to attend the Meeting, it will be necessary to provide the appropriate
Appointment of Corporate Representative Form prior to admission.
An Appointment of Corporate Representative Form may be obtained
from Computershare or online at www.investorcentre.com
GO ONLINE TO APPOINT YOUR PROXY,
OR TURN OVER TO COMPLETE THE FORM
FOR YOUR PROXY FORM TO BE EFFECTIVE, IT MUST BE RECEIVED BY 9:00AM (BRISBANE TIME) TUESDAY, 19 DECEMBER 2023
FOR ALL ENQUIRIES CALL:
Australia: 1800 11 33 99 New Zealand: 0800 174 007
United Kingdom: (0870) 702 0000 Outside Australia: (+61 3) 9415 4010
LODGE YOUR PROXY:
Online: www.investorvote.com.au
For Intermediary Online subscribers only
(custodians) www.intermediaryonline.com
By Mail to: Computershare Investor Services Pty Limited
Alternatively you can fax your Proxy Form to:
(within Australia) 1800 783 447 (outside Australia) (+61 3) 9473 2555
GPO Box 242
Melbourne
Victoria 3001
Australia
Yarra Falls
452 Johnston Street
Abbotsford
Victoria 3067
Australia
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom
Private Bag 92119
Auckland 1142
New Zealand
APPOINT YOUR PROXY AND VIEW THE 2023 ANNUAL REPORT ONLINE
Go to www.investorvote.com.au or scan the QR Code with your mobile device.
Follow the instructions on the secure website to appoint your proxy.
YOUR ACCESS INFORMATION FOR APPOINTING YOUR PROXY ONLINE:
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. Please dispose of this form carefully
if you appoint your proxy online.

PROXY FORM
2023 ANNUAL GENERAL MEETING

SIGN
SIGNATURE OF SHAREHOLDER(S) This section must be completed.
INDIVIDUAL OR SHAREHOLDER 1
Sole Director and Sole Company SecretaryDirector/Company Secretary
SHAREHOLDER 3
Director
SHAREHOLDER 2
ANZ238474A
ANZ Group Holdings Limited ABN 16 659 510 791 12294
Where applicable below, please mark ‘X’ to
indicate your directions
X
Change of address If your address details are
incorrect, mark this box and make the correction
in the space to the left. Shareholders sponsored
by a broker (reference number commences
with ‘X’) should advise their broker of any changes.
ANZ238474A
Contact NameDateContact Daytime Telephone
( )
/ /
2023
the Chairman
of the Meeting*
OR
If you are not appointing the Chairman of the Meeting as your proxy, please write the full name of the individual or body
corporate you are appointing as your proxy. Do not insert your own name(s).
I/We being a shareholder/s of ANZ Group Holdings Limited (ANZ) and entitled to attend
and vote at the 2023 Annual General Meeting of ANZ (AGM or Meeting) hereby appoint
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy to act
generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy
sees fit) at the 2023 AGM of ANZ to be held at the Brisbane Convention & Exhibition Centre, Plaza Link Level, Plaza Ballroom, Glenelg St, South Brisbane
QLD 4101 on Thursday, 21st December 2023 commencing at 9:00am (Brisbane Time), and at any adjournment of the AGM.
*If you wish to direct your proxy how to vote on any or all items of business – see Step 2 below.
Exercise of proxies by the Chairman: Where authorised and permitted to do so, the Chairman of the Meeting intends to vote undirected proxies in
favour of items 2, 3 and 4.
Chairman authorised to exercise proxies on remuneration related matters: If I/we have appointed the Chairman of the Meeting as my/our proxy
(or the Chairman of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the Meeting, to the extent permitted
by law, to exercise my/our proxy in respect of items 3 and 4 notwithstanding that each of those items is connected directly or indirectly with the
remuneration of a member of the key management personnel of ANZ which includes the Chairman.
Important: Please refer to the Notice of Meeting for the detailed voting restrictions for items 3 and 4.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
STEP 1
PROXY FORM
ITEMS OF BUSINESS
STEP 2
Board Recommendation: The Board recommends (with any interested director abstaining) that shareholders vote FOR items 2, 3 and 4.
For Against Abstain
2 Election of Board Endorsed Candidate
For To elect Ms H S Kramer
For3 Adoption of the Remuneration Report
For4 Grant of Restricted Rights and Performance Rights to Mr S C Elliott
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on
your behalf and your votes will not be counted in computing the required majority on a poll.
297767A